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CarteGraph Systems IEDA/CEBA Agreement CompletionJanuary 28,2003 Department of Econornic Developrnent SMART IDEA TM The Honorable Terrance M. Duggan Mayor, City of Dubuque City Hall, 50 West 13th Street Dubuque, Iowa 52001-4864 RE:Community Economic Betterment Account (CEBA) Program Contract Number 97-CEBA-39 with City of Dubuque and CarteGraph Systems, Inc. Dear Mayor Duggan: Congratulations on the completion of the five year fulfillment of the above-captioned project employment goals. The Department's review of the employment data indicates that the Business has maintained or exceeded the employment level the Business had reported at the conclusion of the project on March 31, 1999. In summary: 1. The Project Completion Date was March 31, 1999. 2. At the Project Completion. Date the Business employed 48 FTE jobs. 3. The Agreement Expiration Date was March 31. 2002. 4. At the Agreement Expiration Date the Business employed 48 FTE jobs. Since employment levels have been successfully maintained and verified, the project file may now be closed. The Department hereby forgives the forgivable loan in the amount of $50.000. Enclosed are copies of the promissory notes that have been cancelled and the project collateral that has been released. The forgiven loan amount may be considered taxable income. Any questions you have concerning the tax implications of the loan should be directed to Donald Cooper at the Iowa Department of Revenue and Finance, Division of Compliance at 515/281-8450. We would like to express our thanks to your community development staff and the Business for assisting in the administration of this successful prbject. We look forward to working with your community on future economic development projects. Please do not hesitate to call if you should have any questions. Sincerely, Kenneth Business Finance Manager Enclosures c: IDED Accounting Sco~ Taylor. CarteGtaph Systems Thomas J. Vilsack. Governor Sally J. Pederson Lieutenant Governor Michaell~ Blouin Director 200 E~st Grand Avenue. Des Moines, Iowa 50309 Phone: 515,242.4700 Fax: 515,242.4809 www. iowasmar tidea, com Promissory Note CEBA 97-39 PAGE 17 CANCELED ATTACHMENT BI- PROMISSORY NOTE - BUSINESS IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT CEBA PROGRAM PROMISSORY NOTE Loan Number: 97-39 Des Moinesl Iowa (City and State) $ 50.000 February 20, 1997 (Date) FOR VALUE RECEIVED, the undersigned (hereafter called the "Maker") promises to Pay to the order of the City of Dubuque (hereafter called the "Payee"), at its office at City Hall. Dubu(~ue. Iowa 52001 ~ or upon notice to the Maker, at such other place as may be designated from time to time by the holder, the principal sum of FIFTY THOUSAND ($50,000) dollars, to be paid as follows: a $50,000 forgivable loan at six (6%) percent interest to be paid as follows: ^ five-year $50,000 forgivable loan. There will be no principal or interest payments or accruals for years one and two. At the project completion date, if the Business has fulfilled at least 50% of its job creation/retention (if applicable) obligation, $2,500 will be forgiven for each new FTE job created/retained (if applicable) and maintained for at least ninety days past the project completion date. Any balance (shortfall) will be amortized over the remaining three years of the contract pedod (beginning at the project completion date) at six (6%) pement interest per annum with equal annual payments. And, interest will be charged at six (6%) percent per annum from the date of the first CEBA disbursement on the shortfall amount with that amount accrued as of the project completion date being due and payable immediately. And, further, the Department will at the end of the agreement expiration date determine the number of full-time equivalent jobs, and, if that number is less than the number at the project completion date, the Business will reimburse funds to the Department on the cost-per-job basis set out above. If the Business has failed to fulfill at least 50% of its job creation/retention (if applicable) obligation, 100% of the CEBA award will be repaid as the shortfall amount under the above-described terms and conditions. 1. Payments. All payments under the Note shall be applied in this order: (1) to interest, and (2) to principal. 2. Loan Agreement; Acceleration Upon Default. This Note is issued by Maker to evidence an obligation to repay a loan according to the terms of Loan Agreement # 97-39 of February 20, 1997 between the Payee and Maker and, at the election of the holder without notice to the Maker, shall become immediately due and payable in the event any payment is not made when due or upon the occurrence of any event of default under the terms of the Loan Agreement. 3. Reduced Amount. In the event the Maker fails to requisition and spend the full face amount of the Note as set out above, then the amount of each insfallment payment shall be reduced accordingly in equal amounts. Promissory Note CEBA 97-39 PAGE 18 4. Security. Payment of this Note is secured by a UCC Security filino and Personal Guarantee and the holder is entitled to the benefits of the secudty therein described. In case of a decline in the market value of the collateral, or any part thereof, the Payee may demand that additional collateral of quality and value satisfactory to holder be delivered, pledged and transferred to holder. 5. Waiver. No delay or omission on the part of the holder in exemising any right under this Note shall operate as a waiver of that right or of any other dght under this Note. A waiver on any one occasion shall not be construed as a bar to or waiver of any right and/or remedy on any future occasion. 6. Waiver of Protest. Each maker, surety, indorser and guarantor of this Note, expressly waives presentment, protest, demand, notice of dishonor or default, and notice of any kind with respect to this Note. 7. Costs of Collection. The Maker will pay on demand all costs of collection, maintenance of collateral, legal expenses, and attorneys' fees incurred or paid by the holder in collecting and/or enfoming this Note on default. 8. Meaning of Terms. As used in this Note, "holder" shall mean the Payee or other indorsee of this Note, who is in possession of it, or the bearer hereof, if this Note is at the time payable to the bearer. The word "Maker" shall mean each of the undersigned. If this Note is signed by more than one person, it shall be the joint and several liabilities of such persons. ADDRESS: CarteGraDh Svstems. Inc 1660 Embassy West Dr., Ste. 270 Dubuoue. Iowa 52002-2246 9. Miscellaneous. The captions of paragraphs in this Promissory Note are for the convenience of reference only, shall not define or limit the provisions hereof and shall not have any legal or other significance whatsoever. ATTEST: (Signature of Secretary) Promissory Note CEBA 97-39 PAGE 19 CANCELED ATTACHMENT B2 PROMISSORY NOTE - COMMUNITY IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT CEBA PROGRAM PROMISSORY NOTE Loan Number 97-39 Des Moines, Iowa (City and State) $ 50.000 Februarv 20, 1997 (Date) FOR VALUE RECEIVED, the undersigned (hereafter called the "Maker") promises to pay to the order of the State of Iowa, Department of Economic Development (hereafter called the "Payee"), at its office at 200 East Grand Avenue, Des Moines, Iowa 50309, or upon notice to the Maker, at such other place as may be designated from time to time by the holder, the principal sum of FIFTY THOUSAND ($50.000~ dollars, to be paid as follows: a $50,000 forgivable loan at six (6%) percent interest to be paid as follows: A five-year $50,000 forgivable 10an. There will be no principal or interest payments or accruals for years one and two. At the project completion date, if the Business has fulfilled at least 50% of its job creation/retention (if applicable) obligation, $2,500 will be forgiven for each new FTE job created/retained (if applicable) and maintained for at least ninety days past the project completion date. Any balance (shortfall) will be amortized over the remaining three years of the contract period (beginning at the project completion date) at six (6%) percent interest per annum with equal annual payments. And, interest will be charged at six (6%) percent per annum from the date of the first CEBA disbursement on the shortfall amount with tha~ amount accrued as of the project completion date being due and payable immediately. And, further, the Department will at the end of the agreement expiration date determine the number of full-time equivalent jobs, and, if that number is less than the number at the project completion date, the Business will reimburse funds to the Department on the cost-per-job basis set out above. If the Business has failed to fulfill at least 50% of its job creation/retention (if applicable) obligation, 100% of the CEBA award will be repaid as the shortfall amount under the above-described terms and conditions. 1. Payments. All payments under the Note shall be applied in this order: (1) to interest, and (2) to principal. 2. Loan Agreement; Acceleration Upon Default. This Note is issued by Maker to evidence an obligation to repay a loan according to the terms of Loan Agreement # 97-39 of _ February 20. 1997 between the Payee and Maker and, at the election of the holder without notice to the Maker, shall become immediately due and payable in the event any payment is not made when due or upon the occurrence of any event of default under the terms of the Loan Agreement. 3. Limitation. Maker's liability for the repayment of this Note is limited to those amounts Maker collects through its good faith enforcement of secudty interest which Maker represents that it has obtained Promissory Note CEBA 97-39 PAGE 20 or will obtain as required by the above-referenced Loan Agreement. Upon exhaustion of its rights in the collateral granted by such security interest, the Maker will have no liability for any deficiency owing Payee under this Note. Nothing in this paragraph shall limit the recovery of principal and interest by Payee in the event of Maker's fraud, negligence, or gross mismanagement in the application for, or use of, sums loaned under the above-referenced Loan Agreement. 4. Reduced Amount. In the event the Maker fails to requisition and spend the full face amount of the Note as set out above, then the amount of each installment payment shall be reduced accordingly in equal amounts. 5. Security. Payment of this Note is secured by a UCC security filino and Personal Guarantee and the holder is entitled to the benefits of the security therein described. In case of a decline in the market value of the collateral, or any part thereof, the Payee may demand that additional collateral of quality and value satisfactory to holder be delivered, pledged and transferred to holder. 6. Waiver. No delay or omission on the part of the holder in exercising any right under this Note shall operate as a waiver of that right or of any other dght under this Note. A waiver on any one occasion shall not be construed as a bar to or waiver of any right and/or remedy on any future occasion. 7. Waiver of Protest. Each maker, surety, indorser and guarantor of this Note, expressly waives presentment, protest, demand, notice of dishonor or default, and notice of any kind with respect to this Note. 8. Costs of Collection. The Maker will pay on demand all costs of collection, maintenance of collateral, legal expenses, and attomeys' fees incurred or paid by the holder in collecting and/or enforcing this Note on default. 9. Meaning of Terms. As used in this Note, "holder" shall mean the Payee or other indorsee of this Note, who is. in possession of it, or the bearer hereof, if this Note is at the time payable to the bearer. The word "Maker" shall mean each of the undersigned. If this Note is signed by more than one person, it shall be the joint and several liabilities of such persons. 10. MiscelLaneous. The captions of paragraphs in this Promissory Note are for the convenience of reference only, shall not define or limit the provisions hereof and shaII not have any legal or other significance whatsoever. ADDRESS: City of Dubuque City Hall Dubuaue. lowa 52001 COMMUNITY: /'~.// / Terrance M. Dugt~ ~, Mayor //x' / (Signatu~ of City Clerk) GUARANTEE In Consideration of financial accommodations given or to be given to City of Dubuque ("Community") for the benefit of CarteGraph Systems. Inc. ("Business") by the Iowa Department of Economic Development ("Department") the undersigned irrevocably and unconditionally guarantees to the Department and/or Community, payment when due, whether by acceleration or otherwise, of any and all liabilities of the Business to the Department and/or Community, together with all interest thereon; all attorneys' fees, costs and expenses of collection incurred by the Department and/or Community in enforcing any of such liabilities; and all attorneys' fees, costs and expenses incurred by the Department and/or Community in foreclosing, preserving, protecting, retaking, holding and selling of collateral as a result of (he enforcement or foreclosure of any security interest given by Business to Department and/or Community. The term "Liabilities of the Business" shall include all liabilities, direct or contingent, joint, several or independent, of the Business incurred for any purpose whatsoever, or hereafter existing, due or to become due to, or held or to be held by, the Department and/or Community whether created directly or acquired by assignment or otherwise. The undersigned waive notice of acceptance of this guaranty and notice of any liability to which it may apply, and waive presentment, demand of payment, protest, notice of dishonor or nonpayment of any such liabilities, suit or taking other action by the Department and/or Community against, and any other notice to, any party liable thereon (including the undersigned). The Department and/or Community may at any time and from time to time (whether or not after revocation or termination of this guaranty) without the consent of, or notice to the Undersigned, without incurring responsibility to the undersigned, without impairing or releasing the obligations of the undersigned hereunder, upon or without any terms or conditions and in whole or in part: (1) consistent with that certain Loan Agreement No. 97-CEBA-39 dated February 20. 1997 by and among City of Dubuoue (Community) , Department and Business, change the manner, rate of interest, place or terms of payment, and/or change or extend (for a period less than equal to or longer than the original period) the time of payment of, renew or alter, any liability of the Business, any security therefor, or any liability incurred directly or indirectly in respect thereof, and the guaranty herein made shall apply to the liabilities of the Business as so changed, extended, renewed or sitered; (2) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the liabilities hereby guaranteed or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset thereagainst; (3) exercise or refrain from exercising any rights against the Business or others (including the undersigned) or otherwise act or refrain from acting; (4) settle or compromise any liability hereby guaranteed, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of the Business to creditors of the Business other than the Department and/or Community and the undersigned; and (5) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities (regardless of the origin thereof) of the Business to the Department and/or Community, regardless of the nature of the liabilities of the Business which remain unpaid and regardless of Business' application or use of the consideration, if any, received in connection with such liability or liabilities. No invalidity, irregularity or unenforceability of all or any part of the liabilities hereby guaranteed or of any security therefor shall affect, impair or be a defense to this guaranty, and this guaranty is a primary obligation of the undersigned. This guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. As to each of the undersigned, this guaranty shall continue until written notice of the death of such undersigned shall in each case have been actually received by the Department and/or Community, notwithstanding revocation by, or the death of, or complete or partial release for any cause of, any one or more of the remainder of the undersigned, or of the Business or of anyone liable in any manner for the liabilities hereby guaranteed or for the liabilities (including those hereunder) incurred directly or indirectly in respect thereof of hereof. Nor evocation or termination hereof shall affect in any manner rights adsing under this guaranty with respect to (a) liabilities which shall have been created, contracted, assumed or incurred prior to receipt by the Department and/or Community of written notice of such revocation or termination or (b) liabilities which shall have been created, contracted, assumed or incurred after receipt of such written notice pursuant to any contract entered into by the Department and/or Community prior to receipt of such notice; and the sole effect of revocation or termination hereof shall be to exclude from this guaranty liabilities thereafter adsing which are unconnected with liabilities theretofore adsing or transactions theretofore entered into. If claim is ever made upon the Department and/or Community for repayment or recovery of any amount of amounts received by the Department and/or Community in payment or on account of any of the liabilities of the Business and the Department and/or Community repays all or part of said amount bY reason of (a) any judgment, decree or order of any court or administrative body having jurisdiction over the Department and/or Community or any of its property, or (b) any settlement or compromise of any such claim affected by the Department and/or Community with any such claimant (including the Business), then and in such event the undersigned agree that any such judgment, decree, order, settlement or compromise shall be binding upon the undersigned, notwithstanding any revocation hereof or the cancellation of any note or other instrument evidencing any liability of the Business, and the undersigned shall be and remain liable to the Department and/or Community hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by the Department and/or Community. Any acknowledgement or new promise, whether by payment of principal or interest or otherwise and whether by the Business or others (including the undersigned), with respect to any of the liabilities of the Business shall, if the statute of limitations in favor of the undersigned against the Department and/or Community shall have commenced to run, toll the running of such statute or limitations and, if the period of such statute of limitations shall have expired, prevent the operation of such statute of limitations. No delay on the part of the Department and/or Community in exercising any of its options, powers or dghts, or partial or single exercise thereof, shall constitute a waiver thereof. No waiver of any of its rights hereunder, and no modification or amendment of this guaranty, shall be deemed to be made by the Department and/or Community unless the same shall be in writing, duly signed on behalf of the Department, and each such waiver, if any, shall apply only with respect to the specific instance involved, and shall in no way impair the dghts of the Department and/or community or the obligations of the undersigned to the Department and/or Community in any other respect at any other time. "The undersigned waive all rights of subrogation to any collateral and remedies of the Department and/or Community against the Business, and other persons, until the liabilities guaranteed hereunder shall have been fully paid and discharged." This guaranty and the rights and obligations of the Department and/or Community and of the undersigned hereunder shall be governed and construed in accordance with the laws of the State of Iowa; and this guaranty is binding upon the undersigned, his, their or its executors, administrators, successors or assigns, and shall inure to the benefit of the Department and/or Community, its successors or assigns. The undersigned, if more than one, shall be jointly and severally liable hereunder and the term "undesigned" wherever used herein shall mean the undersigned or any one or more of them. Anyone signing this guaranty shall be bound hereby, whether or not anyone else signs this guaranty at any time. The term "Department" includes any agent of the Department acting for it. It is understood that the liability of the undersigned to the Department and/or Community hereunder shall not exceed Fifty thousand ¢$50.000~ dollars. Dated this ~q'¢~ day of Scott J. Taylor {_~/l~n ~m~as%,, West 9rive, Suite 270, (Address) Dubuque, Iowa 52002-2246 , (Address) STATE OF IOWA COUNTY OF -'~ ~.~-¢ ~-~- :SS. BE IT REMEMBERED, that this cd(CC" dayof -~'~7 ,197'7, before me the undersigned, a Notary Public in and for the State of Iowa, personally appeared ~o '~ ~ '-%~-'t t ~ *'~- and to me personally known to be the identical person(s) named in and who executed the above and foregoing instrument and acknowledged that they/he/she executed the same as their/his/her voluntary act and deed. N~ar~l~,ic in and for the State of Iowa This FINANCING STATEMENT Is presented to THE 1 Delltor(s) (Last Name First) and address(es) rteGraph Systems, Inc. 1660 Embassy West Dr., Suite 270 Dubuque, IA 52002-2246 FILING OFFICER for filing pursuant to the Uniform Commercial Code: 2 Secured Party(les) and address(es) a :3 For Filing Officer (Date, Time, Number and Filing Officer) IA Dept. of Economic Develok Bureau of Business Finance '- 200 East Grand Avenue Des Moines, IA 50309 4 This financing statement covers the following types or items) of property: SECRETARY OF STATE I0 WA All of Debtor's equipment, fixtures, inventory (including all goods held for sale, lease or demonstration or to be finished5Namean r nen it: 30 under contracts of service, tradeins, repossessions, raw materials, work in process and materials or supplies used or consumed in Debtor's business), documents, general intangibles, eccouni,s eceittuZAstatnsiranl paper and instruments, whether now owned or hereafter acquired ani all additions and accessions to, all spare and repair parts, special tools, equipment and xj placements for, all returned or repossessed goods the sale (� which gave rise to and all proceeds of products of the foregoing wherever located. 7 Check If applicable: ❑ Products of Collateral ❑ Debtor Is a transmitting utility are Covered. as defined In UCC 9 105(1) Debtor(s) acknowls Secured party or of signature only In cc identified as such H 11 1 11 I K856968 1 11 1 Form Approved (12. 1. FILING OFFICER COPY - ALPHABETICAL 11 ,r(s) . __NO CHARLIE FiPEseoS /T Signatur@'of-0Ebtor-•-" %l Srntt .1 Taylor Prpsidpnt Type or Print all names (Iowa Code 335.2) 4. SECURED PARTY COPY Remove this copy and forward balance of form intact for filing. 5. DEBTOR COPY Remove this copy and forward balance of form intact for filing.